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 |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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. |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
2nd Floor |
Grove House |
55 Lowlands Road |
Harrow |
Middlesex |
HA1 3AW |
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 |
( |
) |
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 |
CURRENT ASSETS |
Debtors | 16 |
CREDITORS |
Amounts falling due within one year | 17 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Retained earnings |
SHAREHOLDERS' FUNDS |
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 |
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 |
Changes in equity |
Total comprehensive income | - |
Balance at 28 February 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 29 February 2024 |
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 | ( |
) |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Dividends received |
Net cash from investing activities |
Cash flows from financing activities |
Equity dividends paid | ( |
) |
Net cash from financing activities | ( |
) |
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 |
Finance income | (1,901,109 | ) | (16,818 | ) |
(7,350 | ) | (7,100 | ) |
Decrease in trade and other debtors |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations | ( |
) |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
Freehold property | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
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 |
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 |
NET BOOK VALUE |
At 29 February 2024 |
At 28 February 2023 |
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 |
Registered office: 77 Dunn Street, Glasgow, G40 3PA |
Nature of business: |
% |
Class of shares: | holding |
29.2.24 | 28.2.23 |
£ | £ |
Aggregate capital and reserves | ( |
) |
Profit/(loss) for the year | ( |
) |
Registered office: 77 Dunn Street, Glasgow, G40 3PA |
Nature of business: |
% |
Class of shares: | holding |
29.2.24 | 28.2.23 |
£ | £ |
Aggregate capital and reserves |
(Loss)/profit for the year | ( |
) |
Registered office: Elite Tax Solutions PTY Ltd, PO Box 2003, Chermside Centre, QLD 4032 |
Nature of business: |
% |
Class of shares: | holding |
29.2.24 | 28.2.23 |
£ | £ |
Aggregate capital and reserves |
Profit/(loss) for the year | ( |
) |
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 | - | - |
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 |
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 |
3,317,894 | 2,690,613 |
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: | £ | £ |
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. |