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REGISTERED NUMBER: SC577682 (Scotland)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 29 February 2024

for

Simple Online Holdings Ltd

Simple Online Holdings Ltd (Registered number: SC577682)






Contents of the Consolidated Financial Statements
for the Year Ended 29 February 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 8

Consolidated Statement of Comprehensive
Income

12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Company Cash Flow Statement 18

Notes to the Cash Flow Statements 19

Notes to the Consolidated Financial Statements 21


Simple Online Holdings Ltd

Company Information
for the Year Ended 29 February 2024







DIRECTORS: A Mohammed
A K Nassar
S A Corstorphine
M Hope
R Moore
J Pancholi





REGISTERED OFFICE: 77 Dunn Street
Glasgow
G40 3PA





REGISTERED NUMBER: SC577682 (Scotland)





AUDITORS: RA Audit Services Limited
2nd Floor
Grove House
55 Lowlands Road
Harrow
Middlesex
HA1 3AW

Simple Online Holdings Ltd (Registered number: SC577682)

Group Strategic Report
for the Year Ended 29 February 2024

The directors present their strategic report of the company and the group for the year ended 29 February 2024.

REVIEW OF BUSINESS
The group's results for the year and the financial position at the year end were considered satisfactory by the directors.

The main trading subsidiary, Simple Online Healthcare was established in 2015 as an independent, online pharmacy combining the patient centricity of a community pharmacy with the accessibility and ease of use of a digital experience. Today, the group now provides private digital health services in the UK, Australia and Germany.

After several periods of year-on-year growth, global supply chain challenges in FY24 contributed to a slight decrease in revenue versus FY23, and the group delivered £20.6m turnover. The temporary slow down in activity allowed the group to focus on its operational efficiency, and review its strategy. As a result, the directors took the decision to partially exit the NHS market, and disposed of a Scottish bricks and mortar pharmacy, generating a gain on sale of £1.3m which supplemented operating profit of £0.7m.


Simple Online Holdings Ltd (Registered number: SC577682)

Group Strategic Report
for the Year Ended 29 February 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The directors have set out below a number of key risks and uncertainties that could impact future performance:

Commercial risk
The primary business risks and uncertainties affecting the group relate to competition from other digital healthcare providers. In addition, the group operates in a more challenging economic environment characterized by fluctuating consumer spending patterns and unpredictable market conditions.

To mitigate these risks and uncertainties, the group has implemented various strategies, including enhancing its competitive advantage through product differentiation and expanding its online presence and visibility. Management maintains strong relationships with key stakeholders including suppliers and regulatory bodies and closely monitors clinical guidance and market trends.

Liquidity risk
Liquidity risk refers to the potential inability to meet financial obligations as they become due, which could adversely impact the group's ability to fund its operations and meet its short-term obligations. To effectively manage liquidity risk, Management maintains a robust liquidity management framework. This includes closely monitoring cash flow projections, maintaining adequate cash reserves, and regularly reviewing the group's financial position to identify potential liquidity challenges. The group has no debt obligations.

Regulatory compliance risk
The group, and its pharmacy professionals, are regulated and registered with the General Pharmaceutical Council ('GPhC') in the UK and The Pharmacy Board of Australia. They maintain close working relationships with these regulatory bodies to mitigate the risk of non-compliance. They use established clinical governance frameworks and follow all the relevant professional guidelines.

Currency risk
Whilst the majority of revenue and cost is denominated in GBP, the group acknowledges currency risk within the organisation and effectively manages it by closely monitoring exchange rate fluctuations and the impact on financial performance.

IT risk
To mitigate IT risk, the group has robust cybersecurity measures and controls, including vulnerability assessments, access controls and data recovery contingencies to ensure business continuity in the event of any disruptions.


Simple Online Holdings Ltd (Registered number: SC577682)

Group Strategic Report
for the Year Ended 29 February 2024

KEY PERFORMANCE INDICATORS
The group's key performance indicators for the year ended 28 February 2023 are as follows:



YE 29.02.2024 YE 28.02.2023
£   s £   s
Turnover 20,641 24,336
Gross profit 8,528 7,704
Gross profit margin 41.31% 31.7%
Profit/ (Loss) before tax 1,940 (1,495)
Shareholders' equity 2,416 1,998

The group's key performance indicators were in line with expectations.

ON BEHALF OF THE BOARD:





M Hope - Director


27 November 2024

Simple Online Holdings Ltd (Registered number: SC577682)

Report of the Directors
for the Year Ended 29 February 2024

The directors present their report with the financial statements of the company and the group for the year ended 29 February 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of digital pharmacy and online doctor services.

DIVIDENDS
An interim dividend of 4.16 per share was paid on 6 April 2023. The directors recommend a final dividend of 11.74 per share, making a total of 15.60 per share for the year ended 29 February 2024.

The total distribution of dividends for the year ended 29 February 2024 will be £ 1,901,109 .

No dividends were declared for the year ended 28 February 2023.

FUTURE DEVELOPMENTS
The Directors are committed to ensuring the growth and success of the Company. The outlook for FY25 is very positive, and by continuing to invest in operational efficiency, as well as new products and markets, the directors are confident of delivering significant revenue growth and profit.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 March 2023 to the date of this report.

A Mohammed
A K Nassar

Other changes in directors holding office are as follows:

S A Corstorphine - appointed 26 October 2023
M Hope - appointed 26 October 2023
R Moore - appointed 26 October 2023
J Pancholi - appointed 26 October 2023


Simple Online Holdings Ltd (Registered number: SC577682)

Report of the Directors
for the Year Ended 29 February 2024

FINANCIAL INSTRUMENTS
Financial instruments
The group's principal financial instruments comprise bank balances, trade debtors, trade creditors, balances due to and from related companies. The main purpose of these instruments is to raise funds for group operations and to finance group trading activities.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding.

Trade debtors are managed in respect of credit and cash flow risk by regular monitoring of amounts outstanding.

Trade creditors liquidity risk is managed by ensuring funds are available to meet amounts due within agreed terms.

In respect of loans due to related parties, these are interest-free and repayable on demand. This allows the group to maintain sufficient funds to meet its payment to creditors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Simple Online Holdings Ltd (Registered number: SC577682)

Report of the Directors
for the Year Ended 29 February 2024


AUDITORS
The auditors, RA Audit Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M Hope - Director


27 November 2024

Report of the Independent Auditors to the Members of
Simple Online Holdings Ltd

Opinion
We have audited the financial statements of Simple Online Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and Notes to the Cash Flow Statements, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 29 February 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 the 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.

Report of the Independent Auditors to the Members of
Simple Online Holdings Ltd


Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Simple Online Holdings Ltd


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The client partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify and recognise non-compliance with applicable laws and regulations.

1) We identified the laws and regulations applicable to the group through discussions with directors, key management personnel and from our commercial knowledge and experience.
2) We focused on specific laws and regulations which we considered may have a direct effect on financial statements or the operations of the group including Companies Act 2006, current taxation legislation, data protection, anti-bribery and money laundering, employment and health and safety legislation.
3) We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.
4) Identified laws and regulations were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by;
1) Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud and
2) Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
1) Performed analytical procedures to identify any unusual and unexpected relationships,
2) Tested journal entries to identify unusual transactions,
3) Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
1) Agreeing financial statements disclosures to underlying supporting documentation.
2) Enquiring of management as to actual and potential litigation and claims and
3) Reviewing correspondence with HMRC, enquiring of management over health and safety.


Report of the Independent Auditors to the Members of
Simple Online Holdings Ltd

There are inherent limitations in our audit procedures described above. Auditing standards also limit the audit procedures required to identifying non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Poonam Madani BFP, ACCA, FCA (Senior Statutory Auditor)
for and on behalf of RA Audit Services Limited
2nd Floor
Grove House
55 Lowlands Road
Harrow
Middlesex
HA1 3AW

28 November 2024

Simple Online Holdings Ltd (Registered number: SC577682)

Consolidated Statement of Comprehensive Income
for the Year Ended 29 February 2024

29.2.24 28.2.23
Notes £    £   

TURNOVER 4 20,640,787 24,336,252

Cost of sales 12,112,622 16,632,343
GROSS PROFIT 8,528,165 7,703,909

Administrative expenses 7,840,241 9,199,101
OPERATING PROFIT/(LOSS) 6 687,924 (1,495,192 )

Profit/loss on sale of tang fa 7 8,571 -
Profit/loss on sale of invest 7 1,268,609 -
1,965,104 (1,495,192 )

Interest receivable and similar
income

1,463

-
1,966,567 (1,495,192 )

Interest payable and similar
expenses

8

26,181

-
PROFIT/(LOSS) BEFORE TAXATION 1,940,386 (1,495,192 )

Tax on profit/(loss) 9 (377,417 ) (106,227 )
PROFIT/(LOSS) FOR THE
FINANCIAL YEAR

2,317,803

(1,388,965

)

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,317,803

(1,388,965

)

Profit/(loss) attributable to:
Owners of the parent 2,317,803 (1,388,965 )

Total comprehensive income attributable to:
Owners of the parent 2,317,803 (1,388,965 )

Simple Online Holdings Ltd (Registered number: SC577682)

Consolidated Balance Sheet
29 February 2024

29.2.24 28.2.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 1,610,471 1,891,047
Tangible assets 13 794,474 337,542
Investments 14 - -
2,404,945 2,228,589

CURRENT ASSETS
Stocks 15 494,323 478,542
Debtors 16 1,381,462 1,036,468
Cash at bank and in hand 1,892,384 973,557
3,768,169 2,488,567
CREDITORS
Amounts falling due within one year 17 3,317,894 2,690,613
NET CURRENT ASSETS/(LIABILITIES) 450,275 (202,046 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,855,220

2,026,543

CREDITORS
Amounts falling due after more than
one year

18

(380,360

)

-

PROVISIONS FOR LIABILITIES 21 (59,213 ) (27,590 )
NET ASSETS 2,415,647 1,998,953

CAPITAL AND RESERVES
Called up share capital 22 2,500,220 2,500,220
Retained earnings (84,573 ) (501,267 )
SHAREHOLDERS' FUNDS 2,415,647 1,998,953

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2024 and were signed on its behalf by:



A Mohammed - Director



M Hope - Director


Simple Online Holdings Ltd (Registered number: SC577682)

Company Balance Sheet
29 February 2024

29.2.24 28.2.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 2,500,220 2,500,220
2,500,220 2,500,220

CURRENT ASSETS
Debtors 16 21,331 27,681

CREDITORS
Amounts falling due within one year 17 15,518 14,518
NET CURRENT ASSETS 5,813 13,163
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,506,033

2,513,383

CAPITAL AND RESERVES
Called up share capital 22 2,500,220 2,500,220
Retained earnings 5,813 13,163
SHAREHOLDERS' FUNDS 2,506,033 2,513,383

Company's profit for the financial
year

1,893,759

9,718

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2024 and were signed on its behalf by:




A Mohammed - Director



M Hope - Director


Simple Online Holdings Ltd (Registered number: SC577682)

Consolidated Statement of Changes in Equity
for the Year Ended 29 February 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 March 2022 2,500,220 887,698 3,387,918

Changes in equity
Total comprehensive income - (1,388,965 ) (1,388,965 )
Balance at 28 February 2023 2,500,220 (501,267 ) 1,998,953

Changes in equity
Dividends - (1,901,109 ) (1,901,109 )
Total comprehensive income - 2,317,803 2,317,803
Balance at 29 February 2024 2,500,220 (84,573 ) 2,415,647

Simple Online Holdings Ltd (Registered number: SC577682)

Company Statement of Changes in Equity
for the Year Ended 29 February 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 March 2022 2,500,220 3,445 2,503,665

Changes in equity
Total comprehensive income - 9,718 9,718
Balance at 28 February 2023 2,500,220 13,163 2,513,383

Changes in equity
Dividends - (1,901,109 ) (1,901,109 )
Total comprehensive income - 1,893,759 1,893,759
Balance at 29 February 2024 2,500,220 5,813 2,506,033

Simple Online Holdings Ltd (Registered number: SC577682)

Consolidated Cash Flow Statement
for the Year Ended 29 February 2024

29.2.24 28.2.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,964,402 (477,616 )
Interest element of finance lease
payments paid

(26,181

)

-
Tax paid (25,584 ) 50,208
Net cash from operating activities 2,912,637 (427,408 )

Cash flows from investing activities
Purchase of intangible fixed assets - (4 )
Purchase of tangible fixed assets (713,605 ) (38,078 )
Purchase of fixed asset investments (145,000 ) -
Sale of tangible fixed assets 136,429 13,395
Sale of fixed asset investments 145,000 -
Interest received 1,463 -
Net cash from investing activities (575,713 ) (24,687 )

Cash flows from financing activities
New loans in year 489,035 -
Equity dividends paid (1,901,109 ) -
Net cash from financing activities (1,412,074 ) -

Increase/(decrease) in cash and cash equivalents 924,850 (452,095 )
Cash and cash equivalents at
beginning of year

2

967,534

1,419,629

Cash and cash equivalents at end
of year

2

1,892,384

967,534

Simple Online Holdings Ltd (Registered number: SC577682)

Company Cash Flow Statement
for the Year Ended 29 February 2024

29.2.24 28.2.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 - (16,818 )
Net cash from operating activities - (16,818 )

Cash flows from investing activities
Dividends received 1,901,109 16,818
Net cash from investing activities 1,901,109 16,818

Cash flows from financing activities
Equity dividends paid (1,901,109 ) -
Net cash from financing activities (1,901,109 ) -

Increase in cash and cash equivalents - -
Cash and cash equivalents at
beginning of year

2

-

-

Cash and cash equivalents at end
of year

2

-

-

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Cash Flow Statements
for the Year Ended 29 February 2024

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED
FROM OPERATIONS
Group
29.2.24 28.2.23
£    £   
Profit/(loss) before taxation 1,940,386 (1,495,192 )
Depreciation charges 400,820 328,082
Finance costs 26,181 -
Finance income (1,463 ) -
2,365,924 (1,167,110 )
Increase in stocks (15,781 ) (14,407 )
Decrease in trade and other debtors 89,629 20,590
Increase in trade and other creditors 524,630 683,311
Cash generated from operations 2,964,402 (477,616 )

Company
29.2.24 28.2.23
£    £   
Profit before taxation 1,893,759 9,718
Finance income (1,901,109 ) (16,818 )
(7,350 ) (7,100 )
Decrease in trade and other debtors 6,350 64,282
Increase/(decrease) in trade and other creditors 1,000 (74,000 )
Cash generated from operations - (16,818 )

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Cash Flow Statements
for the Year Ended 29 February 2024

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statements in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Group Company
Year ended 29 February 2024
29.2.24 1.3.23 29.2.24 1.3.23
£    £    £    £   
Cash and cash equivalents 1,892,384 973,557 - -
Bank overdrafts - (6,023 ) - -
1,892,384 967,534 - -
Year ended 28 February 2023
28.2.23 1.3.22 28.2.23 1.3.22
£    £    £    £   
Cash and cash equivalents 973,557 1,419,629 - -
Bank overdrafts (6,023 ) - - -
967,534 1,419,629 - -


3. ANALYSIS OF CHANGES IN NET FUNDS

Group
At 1.3.23 Cash flow At 29.2.24
£    £    £   
Net cash
Cash at bank and in hand 973,557 918,827 1,892,384
Bank overdrafts (6,023 ) 6,023 -
967,534 924,850 1,892,384
Debt
Finance leases - (489,035 ) (489,035 )
- (489,035 ) (489,035 )
Total 967,534 435,815 1,403,349
Company
At 1.3.23 Cash flow At 29.2.24
£    £    £   

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements
for the Year Ended 29 February 2024

1. STATUTORY INFORMATION

Simple Online Holdings Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
In the parent company financial statements, the cost of 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 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. Investment in subsidiaries are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Simple Online Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 29 February 2024. 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.

Going concern
Management has considered the post balance sheet events, and other conditions, and it has determined that they do not create a material uncertainty that casts significant doubt upon group's ability to continue as a going concern. Improving operating results and financial position after the balance sheet date indicates the going concern assumption is still appropriate.

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover for online and shipping sales is recognised at the point when order is placed and the payment is received from the customers. Turnover from the dispensing of NHS prescription is recognised at transaction price and at the point the item is dispensed.

Goodwill
Goodwill arising on acquisitions, represents any excess of the fair value of the consideration given over the fair value of the identifiable assets acquired, and is capitalised and written off on a straight line basis over its useful economic life, up to a maximum 10 years. In estimating the useful economic life of goodwill, account has been taken of the nature of the business acquired and the period over which the value of the business will remain in excess of its tangible assets. Goodwill is reviewed for impairment at the end of the first full year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Development costs are being amortised over their useful life of 15 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 2% on cost
Improvements to property - 2% on cost
Plant and machinery - 25% on reducing balance
Fixtures and fittings - 25% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 25% on reducing balance

Tangible fixed cost assets are measured at cost, net of depreciation and any impairment losses.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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.


Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals payable under operating lease, including any lease incentive received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative time pattern in which economic benefits from the lease asset are consumed.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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 no longer at the discretion of the group.

Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks and bank overdraft. Bank overdrafts are shown within borrowings in current liabilities.

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

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCER

In preparing the financial statements, under the group accounting policies, management exercises judgement and makes estimates that can affect the reported amounts of assets, liabilities, and profit. These judgements and estimates are based on historical experience, current market conditions, and various assumptions considered reasonable by management.

Key areas where judgements and estimates have a significant impact include:

Useful life and impairment of fixed assets
Management assesses the carrying values of property, plant, and equipment, intangible assets, and investments for indicators of impairment. This involves estimating future cash flows, assessing market conditions and considering technological advancements.

Taxation
Management exercises judgement in determining the provision for income taxes, including the recognition and measurement of deferred tax assets and liabilities. This involves assessing the recoverability of deferred tax assets and making estimates for uncertain tax positions.

4. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

29.2.24 28.2.23
£    £   
Online doctor sales 19,351,965 20,534,980
Other sales 1,288,822 3,801,272
20,640,787 24,336,252

An analysis of turnover by geographical market is given below:

29.2.24 28.2.23
£    £   
United Kingdom 15,808,826 20,229,677
Europe 776,655 667,125
Australia 4,055,306 3,439,450
20,640,787 24,336,252

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

5. EMPLOYEES AND DIRECTORS
29.2.24 28.2.23
£    £   
Wages and salaries 3,152,042 2,617,388
Social security costs 299,321 236,989
Other pension costs 69,845 53,373
3,521,208 2,907,750

The average number of employees during the year was as follows:
29.2.24 28.2.23

Admin 100 92

29.2.24 28.2.23
£    £   
Directors' remuneration - -

6. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

29.2.24 28.2.23
£    £   
Depreciation - owned assets 63,947 55,085
Depreciation - assets on finance leases 56,297 -
Goodwill amortisation 266,994 266,994
Development costs amortisation 13,582 6,003
Auditors' remuneration 22,000 16,000
Foreign exchange differences 10,186 3,446

7. EXCEPTIONAL ITEMS
29.2.24 28.2.23
£    £   
Profit/loss on sale of tang fa 8,571 -
Profit/loss on sale of invest 1,268,609 -
1,277,180 -

8. INTEREST PAYABLE AND SIMILAR EXPENSES
29.2.24 28.2.23
£    £   
Hire purchase 26,181 -

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

9. TAXATION

Analysis of the tax credit
The tax credit on the profit for the year was as follows:
29.2.24 28.2.23
£    £   
Current tax:
UK corporation tax 24,122 -
R&D tax credit (433,161 ) (193,650 )
Overseas tax - 89,939
Total current tax (409,039 ) (103,711 )

Deferred tax 31,622 (2,516 )
Tax on profit/(loss) (377,417 ) (106,227 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

29.2.24 28.2.23
£    £   
Profit/(loss) before tax 1,940,386 (1,495,192 )
Profit/(loss) multiplied by the standard rate of corporation tax
in the UK of 25 % (2023 - 19 %)

485,097

(284,086

)

Effects of:
Expenses not deductible for tax purposes 39,183 54,934
Income not taxable for tax purposes (643,818 ) -
Capital allowances in excess of depreciation (18,208 ) -
Depreciation in excess of capital allowances - 4,188
Utilisation of tax losses - 224,964
Deferred tax 31,622 (2,516 )
Overseas tax 24,122 89,939
R&D tax credit (433,161 ) (193,650 )
Losses carried forward 137,746 -
Total tax credit (377,417 ) (106,227 )

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

11. DIVIDENDS
29.2.24 28.2.23
£    £   
Ordinary shares of £1 each
Final 500,000 -
Interim 1,401,109 -
1,901,109 -

12. INTANGIBLE FIXED ASSETS

Group
Development
Goodwill costs Totals
£    £    £   
COST
At 1 March 2023
and 29 February 2024 2,669,947 38,685 2,708,632
AMORTISATION
At 1 March 2023 792,482 25,103 817,585
Amortisation for year 266,994 13,582 280,576
At 29 February 2024 1,059,476 38,685 1,098,161
NET BOOK VALUE
At 29 February 2024 1,610,471 - 1,610,471
At 28 February 2023 1,877,465 13,582 1,891,047

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

13. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1 March 2023 133,165 54,599 162,862
Additions - - 675,598
Disposals (133,165 ) (7,233 ) -
At 29 February 2024 - 47,366 838,460
DEPRECIATION
At 1 March 2023 6,406 1,092 108,571
Charge for year 222 960 81,480
Eliminated on disposal (6,628 ) (157 ) -
At 29 February 2024 - 1,895 190,051
NET BOOK VALUE
At 29 February 2024 - 45,471 648,409
At 28 February 2023 126,759 53,507 54,291

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 March 2023 84,664 10,160 90,607 536,057
Additions 9,440 - 28,567 713,605
Disposals - - (5,285 ) (145,683 )
At 29 February 2024 94,104 10,160 113,889 1,103,979
DEPRECIATION
At 1 March 2023 40,396 5,874 36,176 198,515
Charge for year 11,766 1,071 24,745 120,244
Eliminated on disposal - - (2,469 ) (9,254 )
At 29 February 2024 52,162 6,945 58,452 309,505
NET BOOK VALUE
At 29 February 2024 41,942 3,215 55,437 794,474
At 28 February 2023 44,268 4,286 54,431 337,542

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

13. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under finance leases are as follows:
Plant and
machinery
£   
COST
Additions 562,969
At 29 February 2024 562,969
DEPRECIATION
Charge for year 56,297
At 29 February 2024 56,297
NET BOOK VALUE
At 29 February 2024 506,672

14. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
Additions 145,000
Disposals (145,000 )
At 29 February 2024 -
NET BOOK VALUE
At 29 February 2024 -
Company
Shares in
group
undertakings
£   
COST
At 1 March 2023
and 29 February 2024 2,500,220
NET BOOK VALUE
At 29 February 2024 2,500,220
At 28 February 2023 2,500,220

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

14. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Simple Online Healthcare Limited
Registered office: 77 Dunn Street, Glasgow, G40 3PA
Nature of business: Digital pharmacy and online doctor services
%
Class of shares: holding
Ordinary 100.00
29.2.24 28.2.23
£    £   
Aggregate capital and reserves 179,620 (405,357 )
Profit/(loss) for the year 2,486,086 (1,145,240 )

2up Healthcare Limited
Registered office: 77 Dunn Street, Glasgow, G40 3PA
Nature of business: Non-trading
%
Class of shares: holding
Ordinary 100.00
29.2.24 28.2.23
£    £   
Aggregate capital and reserves 97 100
(Loss)/profit for the year (3 ) 132,333

Simple Online Healthcare PTY Ltd
Registered office: Elite Tax Solutions PTY Ltd, PO Box 2003, Chermside Centre, QLD 4032
Nature of business: Online doctor services
%
Class of shares: holding
Ordinary 100.00
29.2.24 28.2.23
£    £   
Aggregate capital and reserves 730,151 641,030
Profit/(loss) for the year 89,064 (118,963 )

The year end date for Simple Online Healthcare PTY Ltd is 30 June 2024 hence interim financial statements for the period 1 March to 29 February 2024 has been used for the purpose of consolidation.


AUDIT EXEMPTION OF SUBSIDIARIES

For the financial year ended 29 February 2024, 2UP Healthcare Limited has claimed exemption from audit under S479A of the companies act relating to subsidiary companies.

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

15. STOCKS

Group
29.2.24 28.2.23
£    £   
Stocks 494,323 478,542

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
29.2.24 28.2.23 29.2.24 28.2.23
£    £    £    £   
Trade debtors 262,582 297,653 - -
Amounts owed by group undertakings - - 21,331 27,681
Other debtors 154,589 64,912 - -
Directors' current accounts 126,170 139,229 - -
Tax 434,623 - - -
VAT 303,308 235,947 - -
Prepayments and accrued income 100,190 298,727 - -
1,381,462 1,036,468 21,331 27,681

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
29.2.24 28.2.23 29.2.24 28.2.23
£    £    £    £   
Bank loans and overdrafts (see note 19)
-

6,023

-

-
Finance leases (see note 20) 108,675 - - -
Trade creditors 2,149,646 2,079,706 - -
Social security and other taxes 87,813 - - -
Other creditors 912,361 569,753 - -
Directors' current accounts 14,582 14,581 8,518 8,518
Accruals and deferred income 44,817 20,550 7,000 6,000
3,317,894 2,690,613 15,518 14,518

The amounts owed to group undertakings is interest free and repayable on demand.

18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

Group
29.2.24 28.2.23
£    £   
Finance leases (see note 20) 380,360 -

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

19. LOANS

An analysis of the maturity of loans is given below:

Group
29.2.24 28.2.23
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 6,023

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Finance leases
29.2.24 28.2.23
£    £   
Net obligations repayable:
Within one year 108,675 -
Between one and five years 380,360 -
489,035 -

The lease payments recognised as an expense during the year were £51,235 (2023: £45,000).

21. PROVISIONS FOR LIABILITIES

Group
29.2.24 28.2.23
£    £   
Deferred tax 59,213 27,590

Group
Deferred Other
tax provisions
£    £   
Balance at 1 March 2023 27,590 30,106
Provided during year 31,623 -
Balance at 29 February 2024 59,213 30,106

Simple Online Holdings Ltd (Registered number: SC577682)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 29 February 2024

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 29.2.24 28.2.23
value: £    £   
2,500,220 Ordinary £1 2,500,220 2,500,220

All shares rank pari passu with regards to voting rights, dividends and capital distributions.

23. RELATED PARTY DISCLOSURES

Group

Included in other debtors falling due within one year includes an amount of £14,300 (2023: £13,200) due from 2UP Property Limited, a company connected to the directors.

Included in other creditors falling due with one year is an amount of £212,914 (2023: £265,565) due to Mount Street (Aberdeen) Limited, a company connected to the directors.

During the year, the group paid management fees of £130,529 (2023:£73,337) and rent of £33,750 (2023: £33,750) to Logan Pharmaceuticals Limited, a company connected to the director, A Mohammed.

Included in other creditors falling due with one year is an amount of £250,000 (2023: £Nil) due to AFM Investments Limited, a company connected to director, A Mohammed.

Included in other creditors falling due with one year is an amount of £250,000 (2023: £Nil) due to Ahnsan Investments Limited, a company connected to director, A K Nassar. During the year, the company paid management fees of £129,779 (2023: £13,334) Ahnsan Investments Limited,

Included in creditors falling due within one year is director's current account balance of £14,582 (2023: £14,581), relating to A Mohammed.

Included in debtors falling due within one year is Director's current account balance of £126,170 (2023: £139,229) relating to A K Nassar.

Company

Included within creditors falling due within one year is amount of £8,518 (2023: £8,518) due to the directors.

24. POST BALANCE SHEET EVENTS

In May-24, the Directors took the decision to fully exit the NHS market, and the Group no longer provides an NHS prescription service.

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is considered to be the two ultimate owners, who hold equal equity and exercise joint control over the company's strategic decisions.